INSIDER POLICY AND GUIDELINES

Transcription

1 It was resolved by the Board of Directors of Lifco AB (publ) (Reg. No ) at a meeting held on 20 November 2014 to adopt these INSIDER POLICY AND GUIDELINES 1 General 1.1 A strong ambition of Lifco and its subsidiaries (hereinafter Lifco or the Company ) is to operate correctly from an ethical perspective. As part of the work to maintain a high ethical level and to secure Lifco s continued good reputation with the public and the capital markets, the Board of Directors of Lifco (the Board ) has adopted this internal insider policy (the Policy ). The Policy is meant to reduce the risks of insider trading and other prohibited actions. 1.2 The requirements set forth in the Policy are, in some respects, stricter than applicable law. However, prior to any trading in financial instruments, the transaction must also be considered based on applicable legal provisions. For practical reasons, this Policy does not include all applicable legal provisions. A summary of applicable law is enclosed as Appendix 1. It is the responsibility of the individual to know and comply with, not only this Policy, but also the legal provisions applicable from time to time. 2 Legislation 2.1 The relevant legislation is found in; the Swedish Act on Penalties for Market Abuse in connection with trade in Financial Instruments (2005:377) (the Market Abuse Act ); the Swedish Act concerning Reporting Obligations for Certain Holdings of Financial Instruments (2000:1087) (the Reporting Obligations Act ); and the Swedish Act on Financial Instruments Trading (1991:980) (the Financial Instruments Trading Act ). 2.2 The Market Abuse Act contains provisions on trading prohibition, please see Appendix 1, section 2. According to these provisions, persons who have received information regarding a non-public or otherwise not generally known fact that may have a material impact on the price of the Company s share or certain other financial instruments, may not, for own or anyone else s behalf, acquire or dispose of such shares or financial instruments (except for in certain specific situations provided for in the Market Abuse Act). It is also prohibited to disclose such information, please see Appendix 1, section The Market Abuse Act also contains provisions on market manipulation, i.e. a criminalization of certain false or misleading actions, and distribution of false or misleading information, please see Appendix 1, section The Reporting Obligations Act stipulates reporting duties for the members of the board, the Chief Executive Officer (the CEO ) and certain other persons who are registered in the insider register of the Swedish Financial Supervisory Authority ( SFSA ), please see Appendix 1, section 5. These individuals must unless the option of automatic notification is used in writing notify the SFSA of their holdings, and changes in their holdings, of Page 1 of 18

2 shares and other financial instruments in Lifco. Such notification must be made within five business days from the time when the insider position arose or an agreement on acquisition or disposal was entered into (or any other change in the holdings has occurred) The Reporting Obligations Act also contains a prohibition to trade in a company s shares and financial instruments during a period of 30 days before the publication of an ordinary interim report, the day of publication included. The prohibition applies to board members, deputy board members, the CEO, deputy CEO and auditors as well as to certain closelyrelated persons of these (for example spouse, common-law spouse (Sw. sambo), under age children who are under the care of the person registered and legal entities over which the person registered has considerable influence). 2.6 The Reporting Obligations Act further includes a requirement for Lifco to continuously keep an internal insider register, a logbook, over the persons working for Lifco, under employment or assignment, having access to inside information, please see Section 3.5 below and Appendix 2. 3 Internal insider policy 3.1 The responsible person at Lifco for insider related matters is the Chief Financial Officer (the CFO ). 3.2 The Policy covers the following persons: (i) persons registered in the insider register of the SFSA with respect to the Company; (ii) persons working with press releases and/or financial reporting; (iii) persons participating in the compilation of financial information on a group level; and (iv) persons who are members of the board or management of Lifco or any group company. 3.3 Each person who is covered by the Policy shall, by Lifco s CFO, be individually notified thereof and shall receive a copy of this insider policy. An annual update on insider-related matters will be held with the persons concerned. 4 Closed periods during which trade is prohibited 4.1 The persons who are covered by the Policy may not trade in the Lifco share 2 during a period of 30 days before the publication of an ordinary interim report (including year-end reports), the day of publication included. The same applies to any trade by Lifco in the Company s own shares. The prohibition applies to all trading on the securities market as well as outside the securities market. 1 As set out in Appendix 5.1, the notification requirement also applies to the shareholdings of certain closely related parties, for example spouse, common-law spouse, under age children who are under the care of the person subject to reporting obligation and legal entities over which the person with a reporting obligation has considerable influence. Notification must be made within five business days from the day the person with reporting obligation gained knowledge of the change in the closely related person s holdings. 2 The trading prohibition also applies to share-related financial instruments such as subscription rights, interim certificates, convertibles, warrants, participating certificates, futures, etc. Page 2 of 18

3 4.2 Trade in nominee-registered financial instruments where the owner is unable to influence the sales or purchases, so-called discretionary management, is not covered by the prohibition described above. However, it should be noted that the persons that are registered in the insider register of the SFSA as insiders in Lifco must, when entering into an agreement on discretionary management, limit the assignment not to include financial instruments issued by (or related to shares in) Lifco. 4.3 Lifco s CFO may grant general exemptions, as well as exemptions in individual cases, to the extent this is permissible under applicable law. 5 Application prior to trading 5.1 The persons who are covered by Lifco s insider policy may not acquire or dispose of financial instruments issued by (or related to shares in) Lifco without prior written approval by Lifco s CFO. The approval is valid only on the day it was granted and the following business day. Lifco s CFO may, in specific cases, decide on a shorter or longer term of validity. Applications prior to acquisitions or disposals must be made in writing and shall contain the information set out in Appendix Approval shall not be granted by Lifco s CFO in respect of: trades during periods specified in section 4.1 above, trades when the individual person is considered to have access to information that has not yet been published and which, if published, may affect the price of financial instruments issued by (or related to shares in) Lifco, or trades during a period that Lifco s CFO considers inappropriate, for instance based on a specific event within Lifco having a price sensitive character, irrespective of the knowledge by the individual person thereof. 5.3 Lifco s CFO shall not explain his or her decisions. 5.4 In case the CFO applies for acquisition or disposal of financial instruments issued by (or related to shares in) Lifco, such application shall be made in writing to the CEO. In such case, all rules herein apply to the CEO in the same manner as for the CFO. 5.5 Trades in nominee-registered financial instruments where the owner is unable to influence the sales or purchases, so-called discretionary management, is not covered by the approval requirement described above. 6 Insider register 6.1 Lifco shall, in accordance with the Reporting Obligations Act, keep an internal insider list (logbook) over persons having access to inside information regarding the Company. All persons who have access to inside information regarding the Company due to employment or contract (including among others board members, external consultants and auditors) shall be included in the list, regardless of whether or not these persons are registered in the insider register of the SFSA. The internal insider list shall be kept by the CFO in accordance with the instructions set out in Appendix 2. Page 3 of 18

4 6.2 All inside information, i.e. information about a circumstance that has not been made public or that is not generally known, which is likely to materially influence the price of the shares in Lifco, must immediately be reported to the CFO by at the following address: therese.hoffman@lifco.se. Please note that such s contain sensitive information and shall be handled appropriately. Circumstances to be reported include, among other things, structural changes, acquisitions/disposals, material agreements to be entered into and other projects that can reasonably be expected to be completed and that typically would have a material influence on the price of the shares in the Company if known to the market. 6.3 The report shall specify the type of information, the persons having access to the information and which date and time the persons were given access to the information. Provided that the information in the report is considered price sensitive, the CFO shall ensure that the persons listed in these reports are registered in Lifco s internal insider list and are informed of the consequences thereof. 6.4 The responsibility to ensure that reporting to the CFO is made in accordance with the above rests upon the person who is in charge of the project or the transaction to which the inside information relates. Such person must also inform the CFO as soon as the information other than by means of publication of a press release ceases to constitute inside information (for example where the negotiations regarding a potential acquisition have been terminated and the acquisition no longer is expected to be completed), in order for the relevant persons to be removed from Lifco s internal insider list. Page 4 of 18

5 Appendix 1 APPLICABLE LEGAL PROVISIONS AN OVERVIEW 1 Introduction 1.1 The Swedish Act on Penalties for Market Abuse in connection with trade in Financial Instruments (2005:377) (the Market Abuse Act ) contains provisions on trading prohibition, prohibition to disclose inside information and market manipulation. The Swedish Act concerning Reporting Obligations for Certain Holdings of Financial Instruments (2000:1087) (the Reporting Obligations Act ) contains provisions on reporting obligations, and trading prohibition prior to publication of ordinary interim reports. Below follows a brief account of the contents of these provisions. 2 Trading prohibition 2.1 Which securities are covered? The securities that may be affected by the trading prohibition are financial instruments. A financial instrument is a security or some other right or obligation designed for trading in the securities market. Examples of financial instruments include shares, bonds, options and futures traded on NASDAQ OMX Stockholm. It should also be mentioned that the definition, by its general terms, is intended to cover not only currently existing instruments, but also instruments that may appear in the future. 2.2 What kind of trading is covered? The trading prohibition of the Market Abuse Act covers not only trading that takes place in the securities market, but also trading outside the securities market, where such trading is based on information that has not been disclosed publicly. 2.3 What is meant by trading in the securities market? Trading in the securities market is defined in the Market Abuse Act as trading on a regulated market or other organised market place, or with or through a securities institute. 2.4 What is meant by trading outside the securities market? Trading outside the securities market means trading taking place outside a stock exchange or other organised market place in financial instruments (i) that are approved for trade on a regulated market in an EEA country; (ii) that are subject to an application for such approval as described under item (i); or (iii) the value of which depends on such financial instrument as described under item (i) or (ii). 2.5 Who is covered? The trading prohibition covers anyone (and not only persons registered in the Swedish Financial Supervisory Authority s (the SFSA ) insider register as holders of insider positions in the Company) who has obtained information of a circumstance that has not been published, or is not publicly known, which may materially influence the price of financial instruments, regardless of how and in what capacity the person accessed the information. Page 5 of 18

6 2.6 What type of information triggers the trading prohibition? The trading prohibition is triggered by any type of information about a circumstance that has not been published, or is not publicly known, and that may have a material impact on the price of financial instruments if it becomes publicly known. 2.7 To what circumstances shall such information pertain? The information does not have to pertain to the operations of any particular company, but may be of a nature having a general impact on the prices, such as information about the general interest rate situation, about new tax legislation or about expected transactions of a major shareholder. 2.8 What is meant by a material price impact? By information that has a material impact on the price is meant information that a reasonable investor would be expected to use as part of the basis for his or her investment decision. It varies between different markets what shall be considered as a material price impact. It cannot be concluded that a price movement must exceed a certain percentage in order to be considered as material. An overall assessment considering not only the price movement, but also other factors, such as general market conditions and the specific features of the financial instrument (such as volatility and liquidity), must be made. It must be emphasised that it is the expected price development, not the actual, that is critical. A person who chooses to trade, despite awareness of a circumstance that may typically have a material impact on the price of financial instruments, would thus be contravening the trading prohibition regardless of the actual subsequent price development. Conversely, acting in awareness of a circumstance that has not been made public, which typically does not have a material price impact, but unexpectedly results in a material change in price, would not constitute a breach of the trading prohibition. 2.9 What is prohibited? Any person who has access to inside information may not, on its own or on any other party s behalf, acquire or dispose of financial instruments to which the inside information relates. Further, such person may not induce anyone else, by giving advice or in some other manner, to undertake such trading. It should also be noted that persons holding an insider position in Lifco according to the Reporting Obligations Act are obligated to, when entering into an agreement regarding discretionary management (i.e. regarding management of nominee-registered financial instruments where the owner is unable to influence the sales or purchases), limit the assignment not to include financial instruments issued by (or related to shares in) Lifco. Omission to limit the assignment may be considered as negligent insider conduct. Also attempts to violate the trading prohibition constitute criminal acts When does the prohibition cease to apply? The trading prohibition ceases to apply when the information that triggered the prohibition no longer constitutes inside information, i.e. has become publicly known or ceased to have a material impact on the price of the financial instruments. Page 6 of 18

7 2.11 What are the exceptions? The trading prohibition does not apply in the following cases: (i) employees at security institutes may execute orders to buy or sell financial instruments and, without the use of inside information, conduct business due to an agreement regarding maintenance of a market in one or several financial instruments (i.e. conduct business as a market guarantor) and fulfil assignments regarding counselling and management. (ii) financial instruments may be acquired where the inside information may decrease the price of such financial instruments, or be disposed of where the information may increase the price. (iii) a person may take such measures as are required by law or other legislation. (iv) if the inside information relates to measures intended to result in a public offer by a natural person or legal entity to acquire shares in a limited liability company or a European company (Sw. Europabolag), acquisitions of shares in this company may take place on behalf of such acquirer. (v) upon expiry of an option, which at the time of expiry has an economic value, the holder of the option may dispose of the option, or exercise it according to its terms. (vi) in connection with the exercise of an option, the issuer of the option may acquire or dispose of the underlying asset. (vii) buyers or sellers of futures may fulfil the contract on the delivery date. (viii) the holder of an issue right or redemption right, which has an economic value, may dispose of or exercise such right according to its terms. (ix) other financial instruments than shares may be acquired or disposed of without using inside information. It is important to note that the exceptions described in items (v) (vii) refers only to the last day of the option or future contract. Trading before such day is not covered by the exceptions What happens if the trading prohibition is contravened? If there are reasons to believe that the trading prohibition has been contravened, the SFSA may request information (for example from the party suspected of a violation and from the legal entity whose financial instruments the violation concerns) and to conduct hearings, if necessary with a conditional fine. If the SFSA suspects a violation of the trading prohibition, the suspicion shall be reported to the Swedish Economic Crimes Bureau (a public prosecution office). The penalty for insider crime is up to two (2) years imprisonment. If the crime is regarded as a gross violation, the penalty will be minimum six (6) months and maximum four (4) years imprisonment. When assessing what is to be considered as a gross violation, the generated profit or loss shall be considered. Repeated prohibited transactions and organised prohibited trading may also constitute a gross violation. Anyone who negligently (without intent) violates the trading prohibition will be convicted for negligent insider conduct, to a fine or to a maximum of one (1) year s imprisonment. There may also be a conviction for attempt to, or participation in, insider crimes. Apart from criminal sanctions, the entire gain resulting from the prohibited transaction is usually forfeited. For a legal entity, sanctions may involve a corporate fine. Minor insider offence might result in a fine or maximum six (6) months imprisonment. Page 7 of 18

8 3 Unauthorized disclosure of inside information 3.1 Which actions are prohibited? Any person who has access to information that he or she knows, or should know, constitutes inside information must not disclose such information. However, to disclose information as a normal part of the performance of a service, activities or obligations, does not constitute unauthorized disclosure. If such disclosure is made, it must be ensured that the recipient of the information is obliged not to disclose the information (for example under law or agreement). 3.2 What happens if the prohibition on unauthorized disclosure is violated? The penalty for unauthorized disclosure of inside information is a fine or maximum one (1) year s imprisonment. 4 Prohibition against market manipulation 4.1 What is prohibited? The legal provisions cover actions taken in connection with trading in the securities market, as well as actions that are taken outside the securities market and that have effect on such market (for example providing knowingly misleading investment recommendations). It is not required that the person in question has acted for the purpose of manipulating the market in order for the action to be considered as a violation of the law. It is sufficient that he or she ought to have known that the actions could manipulate or mislead 4.2 What actions are affected? Transactions or orders to trade, which constitute market manipulation and thereby are prohibited, are those that give, or may be expected to give, false or misleading signals as to the supply, demand or price of financial instruments and those that otherwise employ fictitious devices or any other form of deception or contrivance. It is furthermore prohibited to disseminate information that gives, or is likely to give, false or misleading signals, as well as to spread rumours and false or misleading news about financial instruments (provided that the person disseminating the information knew, or ought to have known, that the information was false or misleading). It is for example prohibited to enter into a fictitious agreement, or take any other fictitious action, provided that such action is misleading or may manipulate the market. In practice, this covers inter alia purchases and sales not intended to constitute any real transfer of ownership. Furthermore, it is prohibited in connection with a disposal of financial instruments to secretly attach an undertaking to re-purchase such instruments at a certain lower price, or to limit the right of further disposal, or to attach conditions otherwise intended to withdraw the instruments from public trade. Also activities by a person, or persons acting in collaboration, designed to push the price of a financial instrument to an abnormal or artificially high level and then sell his or her holding are considered as market manipulation. It is prohibited to buy or sell financial instruments at the close of the market in the effort to alter the closing price of the financial instrument and therefore mislead investors acting on the basis of closing prices. It is further prohibited to purchase a financial instrument before recommending it to others and then selling it at profit after a price increase following the recommendation. Page 8 of 18

9 However, transactions or orders to trade that are made for legitimate reasons and conform to accepted market practice are not prohibited. 4.3 What happens if the prohibition is contravened? Actions described above will trigger penalties in form of imprisonment of up to four (4) years or, if the crime is regarded as minor, fines or up to six (6) months prison. If the person in question had not realized, but ought to have known, that the relevant action could manipulate or mislead, he or she can be sentenced to fines or imprisonment of up to one (1) year (if the action is regarded as minor, there will be no penalties). 5 Reporting obligations 5.1 Who is affected? Persons holding insider positions in a stock market company (a Swedish limited liability company that has issued shares that are listed for trading on a regulated market in Sweden or within the EEA) are affected by the reporting obligations. A stock market company, in turn, is obliged to report the names of persons holding insider positions to the SFSA, please see section 5.5 below. The following persons are considered to hold insider positions: (i) Any member or deputy member of the Board of Lifco, (ii) the CEO or deputy CEO of Lifco, (iii) the auditor or deputy auditor of Lifco, (iv) the holder of any other executive position or other qualified assignment of a regular nature in Lifco, if the position or assignment can normally be presumed to give access to information which has not been made public regarding circumstances that may influence the price of Lifco s shares (or financial instruments related to such shares), (v) any person described under (i) (iii), or other person holding an executive position in a subsidiary if he or she normally can be presumed to have access to information which has not been made public regarding circumstances that may influence the price of Lifco s shares (or financial instruments related to such shares), (vi) anyone who (directly or indirectly), owns shares in Lifco equivalent to not less than ten per cent of the equity or the voting rights for all shares in Lifco, or who owns such a proportion or shares jointly with another person or a legal entity related to such shareholder, as described under section 5.3 below, and (vii) anyone whose closely-related legal entity (as described under section 5.3 below) owns shares in Lifco (directly or indirectly) equivalent to not less than ten per cent of the equity or the voting rights for all shares in Lifco. Lifco determines whether a person under item (iv) and (v) above holds an insider position and such person is only subject to the reporting obligation after receipt of a notification thereof from Lifco. 5.2 What shall be reported and when? Persons holding insider positions in a stock market company shall report his or her holdings of shares in Lifco in writing, as well as any change in such holdings, to the SFSA. The report Page 9 of 18

10 must be received by the SFSA no later than five (5) business days after the insider position has arisen, and thereafter no later than five business days from the entering into an agreement regarding sale or purchase of shares, or from any other change in the holding. Anyone holding an insider position as described in section 5.1 (vi) - (vii), shall if his or her holding falls below the prescribed level, report to the SFSA the deregistration of the insider position. What is prescribed for shares shall also apply to share related financial instruments, such as subscription rights, interim certificates, warrant certificates, convertibles, warrants, participating certificates, share options and share futures. Moreover, shares and share related financial instruments held by parties related to the person who is subject to the reporting obligation are considered equivalent to that person s own instruments. In case of changes in the holdings of related parties, the report must be received by the SFSA no later than five business days after the person who has the reporting obligation became aware of the related party having entered into an agreement to sell or purchase financial instruments. 5.3 Who and what may be considered related persons? Related persons are: (i) the spouse or common-law spouse of the person subject to a reporting obligation, (ii) the children of the person subject to a reporting obligation who are in that person s care and who are under age, (iii) other persons related to the person subject to a reporting obligation (other than spouse, common-law spouses and children under age) who share the same household with the person subject to a reporting obligation since at least one (1) year, (iv) any legal entity over which the person subject to a reporting obligation has considerable influence and in which he or she, or someone indicated in items (i) (iii), or a combination thereof, has a financial interest as defined by the law, and (v) any legal entity over which the person subject to a reporting obligation has considerable influence and in which he or she, or someone indicated in items (i) - (iv), or a combination thereof, has a financial interest as defined in the law. Note that item (v), unlike item (iv), includes legal entities that are indirectly owned by the person subject to the reporting obligation through another legal entity. 5.4 What are the exceptions? Where the change in the holding is the result of a bonus issue or of the quota value of the share being changed as a result of a share split or a reversed share split, such change is not subject to any reporting obligation. Moreover, the SFSA may permit exemptions from the reporting obligation if the corresponding data can be obtained in some other manner (i.e. from direct reporting via Euroclear Sweden AB ( Euroclear ), please see section 5.5) Page 10 of 18

11 5.5 Direct reporting via Euroclear Persons holding insider positions can apply for the details on changes in their holdings to be transferred directly from Euroclear to the SFSA. The following conditions must be fulfilled: All shares, both those held by the person having the reporting obligation and those held by related persons, must be held on an owner-registered securities account with Euroclear. The person having the reporting obligation and related individuals and legal persons must have Swedish social security numbers and registration numbers. Neither the shares held by the person with the reporting obligation, nor those held by related persons may be owned in joint ownership. An application for direct reporting via Euroclear shall be submitted to the SFSA (on a form available on the SFSA s website). The reporting obligation remains unchanged until the SFSA has approved the application. When the application has been approved, Euroclear will automatically report to the SFSA any changes on the relevant person s securities account. 5.6 What is the reporting obligation of Lifco? Lifco shall report all persons who hold insider positions in the Company or its subsidiaries as described in section 5.1 item (i) (v) to the SFSA no later than fourteen days from the date on which the relevant position arose or changed. Lifco shall at the same time inform such persons as described in section 5.1 item (iv) and (v) thereof. In addition, Lifco shall keep an internal register of employees and contractors who work for Lifco and who have access to inside information regarding Lifco. The register must indicate the persons with access to the inside information, the information in question and the time when the register was updated. The register is to be updated as soon as any circumstances change. The register must be saved for five years and be presented to the SFSA whenever requested. Lifco must inform in writing the persons being added to the register and ensure that such persons are aware of the legal obligations and of the sanctions that might be imposed upon a breach thereof. 5.7 What happens when the reporting obligation is not fulfilled? If a person who holds an insider position fails to submit a report within the period stipulated by the law, or provides incorrect or misleading information in carrying out the reporting obligation, the SFSA may decide to levy a special fee. The fee is ten per cent of the payment made for the shares or, if no payment has been made, SEK 15,000. The fees shall not be less than SEK 15,000 and not be more than SEK 350,000. Failures by Lifco to comply with its reporting obligations may also lead to the levy of a fee. 6 Closed periods during which trade is prohibited 6.1 Who is affected? Anyone who holds an insider position in a stock market company, as described in section 5.1, item (i) (iii), must not, during a certain time before the publication of an interim report, trade in shares or other share related financial instruments (please see section 5.2 above) Page 11 of 18

12 of Lifco. The same applies to any person or legal entity (please see section 5.3 above) related to such person and to Lifco s trading in its own shares. 6.2 What is prohibited? A person described in section 6.1 must not trade in shares, or share related financial instruments (please see section 5.2), during a period of 30 days before the publication of an ordinary interim report (i.e. a quarterly report or a year-end report), the day of publication included. It should be noted that trading outside the closed periods is not automatically permitted it must also be ensured that the person wishing to acquire or sell financial instruments does not have access to any inside information at such time. 6.3 What are the exceptions? The following exceptions to the prohibition on trading during closed periods apply: (i) shares or share related financial instruments may be divested in accordance with the terms of a public offer to purchase such instruments, and (ii) allotted issue rights, redemption rights and other similar rights (such as conversion rights) may be divested. 6.4 What happens if the prohibition is contravened? If anyone engages in trading during the closed periods, the SFSA may decide to levy a special fee, which shall equal ten per cent of the acquisition or sale price. The fee shall not be less than SEK 15,000 or more than SEK 350,000. Page 12 of 18

13 Appendix 2 INSTRUCTIONS FOR LIFCO S INTERNAL INSIDER LIST 1 Introduction 1.1 Pursuant to the Swedish Act concerning Reporting Obligations for Certain Holdings of Financial Instruments (2000:1087), Lifco has an obligation to maintain an internal list of all persons having access to inside information about Lifco (the Insider list ). The Insider list (which regularly is referred to as a logbook ) shall be updated continuously, as soon as any person gains access, or ceases to have access, to inside information. The Insider list may consist of various sub-insider lists in case it is deemed appropriate to keep a separate Insider list for each project or circumstance comprising inside information. 1.2 The Insider list shall be kept solely for the purpose of compliance with applicable laws and the keeping of the Insider list shall not impose any rights or obligations on any recorded person, except as provided under law or applicable public regulation. 1.3 For the purposes of these instructions, inside information shall mean information concerning a non-published or not generally known circumstance that could be expected to have a significant impact on the price of financial instruments issued by, or related to shares in, Lifco. 1.4 To the extent the Company engages external consultants/advisers, for example an investment bank or a law firm in connection with an acquisition, such parties are to be instructed to keep their own insider lists including individuals within that party s organization who have inside information relating to the project in question. Lifco shall ensure that the Company, upon request, may get access to any such insider lists, which are formally an outsourced part of the Company s own Insider list. 2 Persons covered by the Insider list 2.1 All persons who work within the Lifco group, due to employment or other engagement, shall be recorded in the Insider list when having access to inside information about Lifco. By persons with other engagements is meant, for example, directors, external consultants and auditors. The foregoing applies regardless of whether or not the person has access to inside information on a regular basis or is registered in the insider register of the Swedish Financial Supervisory Authority ( SFSA ). 2.2 Please note that a person who is recorded in the Insider list due to having access to certain inside information shall be recorded in the Insider list again if he or she gets access to other inside information. A person can therefore be found in the Insider list more than once, or in more than one sub-insider list to the Insider list, where such person has access to different types of inside information. 3 Information to be included in the Insider list 3.1 The Insider list shall contain information about all persons who, at each time, have access to inside information about Lifco. The Insider list shall at least include the following details: Page 13 of 18

14 (i) the identity of the person having access to the inside information. Information other than name and position, such as address, might be needed in order to identify each person. Social security number shall only be noted if the information above is not sufficient to establish the identity of the person (ii) the date of and reason for his or her registration (i.e. a description of the inside information to which the person has access and that is the cause for registration), (iii) information on who provided the person registered in the Insider list with the inside information, (iv) the date and time when the person accessed the inside information, (v) the date and time of the creation of the Insider list and of all updates made to it, and (vi) when a person that is included in the Insider list no longer has access to the inside information in question due to, for example, the information having been made public or otherwise rendered non-relevant. 3.2 The Insider list shall also contain information on whether the relevant persons have been notified of the inclusion in the Insider list and what this means. 4 Administration 4.1 Lifco s CFO shall ensure that the Insider list is duly kept in accordance with these instructions. The CFO shall have the responsibility, and the authority to determine: (i) whether or not a person should be recorded in the Insider list, (ii) for any recorded person, how the reason for registration should be described, (iii) at which time it shall be noted in the Insider list that certain information no longer constitutes inside information, and (iv) any other matter concerning the day-to-day administration of the Insider list. 4.2 The CFO shall ensure that the Insider list is updated on a regular basis. In addition, the CFO shall ensure that the Insider list is saved for at least five years from being established, or where updated, for five years from the most recent update. The Insider list shall be maintained in such a manner that it may be provided to the SFSA upon request. 5 Procedure for registration 5.1 Financial reporting With respect to the work related to the Company s financial reporting, a pre-defined group of persons will be recorded in the Insider list a certain number of days before publication of the financial report. If any deviation from the normal work procedure is made (for example where the inside information is disclosed to a person outside the pre-defined group, or if a person within the group is given access to inside information at an earlier stage in the process than normally), the CFO shall be informed thereof and shall ensure that such deviation is reflected in the Insider list. 5.2 Non-recurrent developments According to the Company s insider policy, all inside information shall immediately be reported to the CFO by . Furthermore, the CFO shall be immediately notified when a previously reported circumstance ceases to constitute inside information, other than by means of publication of a press release. The CFO shall ensure that the Insider list is updated in accordance with the information reported and that it is noted at what time the Page 14 of 18

15 information, based on publication of such information or otherwise, no longer constitutes inside information. Furthermore, the CFO shall appoint a person with insight into the project or circumstance that the inside information relates to who shall keep the CFO informed of any additional persons who are given access to inside information during the project, so as to ensure that these are recorded in the Insider list. 6 Notification 6.1 The CFO shall ensure that that all persons recorded in the Insider list are individually notified in writing thereof. The notification shall be made by to the relevant person. Such notification shall be saved electronically in a special folder. The notification shall have the following wording. Notification of registration in the internal insider register of Lifco Please note that you have been registered in the internal insider register (logbook) of Lifco as having access to inside information on the company relating to project [PROJECT NAME]. Lifco is, in accordance with the Reporting Obligations for Certain Holdings of Financial Instruments Act 3, required to keep a register of all persons having access to inside information about the company. The register contains information about: (i) persons who work for the group (due to employment or other engagement) and who have access to inside information; (ii) the reason for registration of each such person (i.e. the relevant inside information); (iii) who provided the person registered in the Insider list with the inside information and when the inside information was provided; and (iv) date and time for when the register was updated. Inside information means information concerning a non-published or not generally known circumstance that could be expected to significantly affect the price of the financial instruments issued by Lifco (or other financial instruments related to the Lifco share). The register does not contain any data other than the information required by law. You have the right to request an extract from the register in respect of the information related to yourself. Upon request, Lifco must hand over the register to the Swedish Financial Supervisory Authority (Sw. Finansinspektionen). The register will not be used for any other purpose than as required by law. Please note that you, due to the fact that you have access to inside information relating to Lifco, are prohibited by law to trade in the Lifco share, on your own or any other person s behalf. You are further prohibited by law to induce anyone else, by giving advice or in any other manner, to trade in the Lifco share. The prohibitions also apply to trade in other financial instruments issued by, or related to shares in, Lifco. Furthermore, you may not disclose the inside information to any third party (except as required by your work). 3 Swedish Act (2000:1087) on Reporting Duty for Certain Holdings of Financial Instruments. Page 15 of 18

16 According to the Swedish Act on Penalties for Market Abuse in connection with trade in Financial Instruments (2005:377), the punishment for insider offences is a fine or imprisonment for up to four years and the punishment for unauthorized disclosure of inside information is a fine or imprisonment for up to one year. Should you have any questions in relation to the above, please feel free to contact [NAME] or myself. [PLACE] [DATE] Kind regards, 6.2 With respect to persons included in a separate list relating to inside information disclosed during board or committee meetings, the chairman of the respective meeting shall ensure that the relevant persons are notified. 7 Access to information in the Insider list 7.1 Access to the information recorded in the Insider list may only be granted: (i) as required for the keeping or administration of the Insider list as the CFO deems appropriate, (ii) to the SFSA and any other regulatory agency exercising control over Lifco, upon request, (iii) to each recorded person, save that such access may only be granted in respect of the entries in the Insider list directly referable to such person, or (iv) otherwise as decided by the CFO in each case. Page 16 of 18

17 Appendix 3 APPLICATION PRIOR TO ACQUISITION OR DISPOSAL OF FINANCIAL INSTRUMENTS Name Position Phone (work) (work) The financial instruments the application concerns (e.g. X number of shares, Y number of convertibles): Does the application concern acquisition or disposal: Are you aware of any circumstance that has not been disclosed to the public or is not publicly known and that may have an impact on the price of the financial instruments concerned by this application if it became public knowledge if so, please describe the information: Are there any specific reasons for the intended acquisition or disposal that should be taken take into consideration if so, please describe the specific reasons: An approval of the acquisition or disposal granted by Lifco s CFO is valid the day it has been given and the following business day. Are there any specific reasons why the approval should be given for a prolonged period if so, please describe the specific reasons: Date: Signature: Clarification of signature: Page 17 of 18

18 Decision on approval The application for the acquisition/disposal has been Denied Approved and the approval is valid until and including: Date: Signature: Clarification of signature: Page 18 of 18